CAVIUM, INC.

Unaudited Reconciliation of Non-GAAP Adjustments

(in thousands, except per share data and percentages)

Three Months Ended

June 30, 2017

March 31, 2017

Reconciliation of GAAP loss from operations to non-GAAP income from operations:

GAAP loss from operations

$

(6,060)

$

(38,987)

Stock-based compensation and related payroll taxes

28,379

25,677

Inventory charges

1,661

25,803

Realignment charges

-

6,078

Amortization of acquisition related assets

29,714

29,042

Acquisition and integration related costs

2,795

2,964

Non-GAAP income from operations

$

56,489

$

50,577

Non-GAAP income from operations as a percentage of revenue

23.3

%

22.0

%

Reconciliation of GAAP net loss to non-GAAP net income:

GAAP net loss

$

(11,072)

$

(50,523)

Non-GAAP adjustments:

Stock-based compensation and related payroll taxes

28,379

25,677

Inventory charges

1,661

25,803

Realignment charges

-

6,078

Amortization of acquisition related assets

29,714

29,042

Acquisition and integration related costs

2,795

2,964

Acquisition related debt refinancing costs

-

2,680

Acquisition related tax adjustments

(2,605)

-

Total of non-GAAP adjustments

59,944

92,244

Non-GAAP net income

$

48,872

$

41,721

GAAP net loss per share, diluted

$

(0.16)

$

(0.75)

Non-GAAP adjustments detailed above

0.83

1.33

Non-GAAP net income per share, diluted

$

0.67

$

0.58

GAAP weighted average shares, diluted

68,199

67,640

Non-GAAP share adjustment

5,019

4,688

Non-GAAP weighted average shares, diluted

73,218

72,328